EXECUTION VERSION
INVESTMENT AGREEMENT
by and among
VITRU LIMITED,
as Company
and
CRESCERA GROWTH CAPITAL MASTER V
FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA
and
CRESCERA GROWTH CAPITAL V COINVESTIMENTO III FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA,
collectively as Purchasers
Dated as of September 27, 2022
TABLE OF CONTENTS
Page
Article 2
Sale and Purchase of the Securities
Article 3
Representations and Warranties
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Annex A: Extract of the Amended and Restated Memorandum and Articles of Association
Annex B: Form of Lock-up Agreement to QPA Amendment Signatories
Schedule 1: Purchasers
Schedule 4.02(b): QPA Amendment Signatories
Exhibit A: Form of Joinder
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INVESTMENT AGREEMENT
This INVESTMENT AGREEMENT (this “Agreement”), dated as of September 27, 2022, is entered into by and among Vitru Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (together with any successor or assign pursuant to Section 5.06, the “Company”), and Crescera Growth Capital Master V Fundo de Investimento em Participações Multiestratégia and Crescera Growth Capital V Coinvestimento III Fundo de Investimento em Participações Multiestratégia (together with their respective successors and assigns under Section 5.06, each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1.
WHEREAS, (i) the Company, (ii) Vinci Capital Partners II, J Beta Fundo de Investimento em Participações Multiestratégia, Agresti Investments LLC, Botticelli Investments LLC, Caravaggio Investments LLC and Raffaello Investments LLC (jointly referred to as “Vinci”), (iii) Mundi Holdings I, L.L.C. (“Carlyle”) and Mundi Holdings II, L.L.C. (“SPX”) and (iv) NB Verrocchio LP (“NB”), intend to enter into a Voting and Support Agreement (the “Voting and Support Agreement”), pursuant to which (and subject to the terms set forth therein), the parties thereto will agree to certain undertakings in order to (a) approve the necessary amendments to the Company’s Memorandum & Articles (as defined herein) to contemplate the Purchasers’ rights under this Agreement and (b) enter into the Amended and Restated Registration Rights Agreement (as defined herein);
WHEREAS, each Purchaser desires to purchase from the Company, and the Company desires to issue and sell to such Purchaser, the aggregate principal amount listed opposite such Purchaser’s name on Schedule 1 of the Company’s Common Shares (the “Base Securities”) to be issued in accordance with the terms and conditions of this Agreement;
WHEREAS, the Purchasers may purchase the Additional Securities (as defined herein) (the Base Securities and the Additional Securities collectively, the “Securities”) to be issued in accordance with the terms and conditions of this Agreement;
WHEREAS, the Company intends to use the proceeds from the issuance of the Securities for general corporate purposes and the repayment of existing indebtedness; and
WHEREAS, the Company and each Purchaser desire to set forth certain agreements herein.
NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained and intending to be legally bound hereby, the parties hereby agree as follows:
“20-F” shall have the meaning set forth in Section 3.01(k).
“2024 AGM” shall have the meaning set forth in Section 4.06(b).
“6-K” means any current report under Form 6-K of the Company filed or furnished with the SEC prior the date hereof and designated as such.
“Additional Securities” shall have the meaning set forth in Section 4.07.
“Affiliate” shall mean, with respect to any specified Person, any other Person who, at the time of determination, directly or indirectly, controls, is controlled by, or is under common control with, such Person. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, (i) the Company and its subsidiaries, on the one hand, and any Purchaser, on the other, shall not be considered Affiliates of each other and (ii) any fund or account managed, directly or indirectly, by a Purchaser or its Affiliates, shall be considered an Affiliate of such Purchaser.
“Agreement” shall have the meaning set forth in the preamble hereto.
“Amended and Restated Registration Rights Agreement” shall have the meaning set forth in Section 4.08.
“Applicable Law” shall mean, with respect to any Person, any transnational, domestic or foreign federal, national, state, provincial, local or municipal law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, executive order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by, or governmental approval, concession, grant, franchise, license, agreement, directive, or other governmental restriction or any similar form of decision of, or determination by, or any formally issued written interpretation or administration of any of the foregoing by, a Governmental Entity that is binding upon or applicable to such Person or any of such Person’s assets, rights or properties.
“BIS” shall have the meaning set forth in Section 3.01(p).
“Blocked Person” shall have the meaning set forth in Section 3.01(p).
“Board of Directors” shall mean the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board.
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“Business Day” shall mean any day, other than a Saturday, Sunday or a day on which banking institutions in the Cayman Islands, The City of New York, New York or Brazil are authorized or obligated by law or executive order to remain closed.
“CADE” means the Brazilian Antitrust Authority, Conselho Administrativo de Defesa Econômica.
“Carlyle” shall have the meaning set forth in the preamble hereto.
“Closing” shall have the meaning set forth in Section 2.02(a).
“Closing Date” shall mean a date occurring on or after the date on which the conditions precedent set forth in Sections 2.02(c) and (d) are satisfied or waived, as the case may be, but on or prior to the End Date, as specified by the Company to the Purchasers in writing not less than three Business Days prior to such date, provided that unless the parties mutually agree otherwise, any such Closing Date shall be on the date of receipt by the Company of the proceeds of the Rights Offering in the context of the Rights Offering.
“Code” shall mean the United States Internal Revenue Code of 1986, as amended.
“Common Shares” shall mean the common shares, par value $0.00005 per share, of the Company.
“Company” shall have the meaning set forth in the preamble hereto.
“Company Reports” shall have the meaning set forth in Section 3.01(r)(i).
“Confidentiality Agreement” shall mean the non-disclosure agreement entered into by the Company, on the one hand, and Crescera Asset Management Ltda., on the other hand, as of June 6, 2022.
“Conversion Date” means the date set for determination of the exchange rate for purposes of Section 2.01(a), being a Business Day determined by the Company in its sole discretion after the date of this Agreement and prior to the commencement of the Rights Offering, and notified to the Purchasers immediately on such date.
“Debentures” means the debentures issued by Vitru Brasil Empreendimentos, Participações e Comércio S.A., a subsidiary of the Company, on May 17, 2022 pursuant to the Debentures Indenture.
“Debentures Indenture” means the “Instrumento Particular de Escritura da 1ª (Primeira) Emissão de Debêntures Simples, Não Conversíveis em Ações, em 2 (Duas) Séries, Para Distribuição Pública, com Esforços Restritos, da Vitru Brasil Empreendimentos, Participações e Comércio S.A.”, entered into on May 17, 2022 by Vitru Brasil Empreendimentos, Participações e Comércio S.A., a subsidiary of the Company, Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários as Fiduciary Agent, and the other parties thereto.
“Director” means a member of the Board of Directors.
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“End Date” shall have the meaning set forth in Section 5.14.
“Enforceability Exceptions” shall have the meaning set forth in Section 3.01(d).
“Environmental Laws” shall have the meaning set forth in Section 3.01(u).
“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.
“Exercise Notification” shall have the meaning set forth in Section 4.07.
“FCPA” shall have the meaning set forth in Section 3.01(m).
“Governmental Entity” shall mean any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, and any applicable industry self-regulatory organization.
“IFRS” shall mean International Finance Reporting Standards.
“Intellectual Property” shall have the meaning as set forth in Section 3.01(q).
“Investors” shall have the meaning set forth in Section 4.08.
“Joinder” shall mean, with respect to any Person permitted to sign such document in accordance with the terms hereof, a joinder executed and delivered by such Person, providing such Person to have all the rights and obligations of a Purchaser under this Agreement, in the form and substance substantially as attached hereto as Exhibit A or such other form as may be agreed to by the Company and each Purchaser.
“Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.
“Law 12,529” shall have the meaning set forth in Section 4.05(a).
“Lock-Up Period” shall be the period commencing on the date hereof and ending on, and including, November 20, 2023.
“Material Adverse Effect” shall mean any event, occurrence, fact, circumstance, condition, change or development, individually or together with other events, occurrences, facts, circumstances, conditions, changes or developments, that has had, has, or would reasonably be expected to have a material adverse effect on (a) the business or operations of the Company and its subsidiaries (taken as a whole) as presently conducted, or the condition (financial or otherwise), general affairs, properties, management, liabilities, financial position, shareholders’ equity, assets or results of operations of the Company and its subsidiaries taken as a whole, or (b) the ability of the Company to consummate the Transactions contemplated by this Agreement and to timely perform its material obligations hereunder and thereunder.
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“Minority Shareholders” shall mean the shareholders of the Company from time to time, excluding (i) Vinci, (ii) Carlyle, (iii) SPX, and (iv) NB.
“Money Laundering Laws” shall have the meaning set forth in Section 3.01(o).
“Memorandum & Articles” shall have the meaning set forth in Section 4.06(c).
“Nasdaq” shall mean the Nasdaq Global Select Market.
“NB” shall have the meaning set forth in the preamble hereto.
“Number of Shortfall Common Shares” shall have the meaning set forth in Section 4.07.
“OFAC” shall have the meaning set forth in Section 3.01(p).
“Permits” shall have the meaning set forth in Section 3.01(n).
“Permitted Transfers” shall have the meaning set forth in Section 4.02(a).
“Person” or “person” shall mean an individual, corporation, limited liability or unlimited liability company, association, partnership, trust, estate, joint venture, business trust or unincorporated organization, or a government or any agency or political subdivision thereof, or other entity of any kind or nature.
“Purchase Price” shall have the meaning set forth in Section 2.01(a).
“Purchaser” shall have the meaning set forth in the preamble hereto.
“Registration Rights Agreement” means the registration rights agreement dated as of September 17, 2020, by and among the Company and the Investors.
“Rights” shall have the meaning set forth in Section 4.07.
“Rights Offering” shall have the meaning set forth in Section 4.07.
“Rights Offering Option” shall have the meaning set forth in Section 4.07.
“Rights Offering Price” shall have the meaning set forth in Section 4.07.
“Relevant Taxing Jurisdiction” shall have the meaning set forth in Section 3.01(x).
“Sanctioned Country” shall have the meaning set forth in Section 3.01(p).
“Sanctions” shall have the meaning set forth in Section 3.01(p).
“SEC” shall mean the U.S. Securities and Exchange Commission.
“Securities” shall have the meaning set forth in the preamble hereto.
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“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.
“Shortfall Notification” shall have the meaning set forth in Section 4.07.
“specially designated national” shall have the meaning set forth in Section 3.01(p).
“SPX” shall have the meaning set forth in the preamble hereto.
“Subsidiaries” shall have the meaning set forth in Section 3.01(a).
“Third Party” shall mean with respect to any Purchaser, a Person other than such Purchaser or any Affiliate of such Purchaser.
“Transactions” shall have the meaning set forth in Section 3.01(d).
“transfer” shall have the meaning set forth in Section 4.02(a).
“QPA Amendment” has the meaning set forth in Section 4.02(b).
“Quota Purchase Agreement” means the Quota Purchase Agreement, dated August 23, 2021, among VITRU Brasil Empreendimentos, Participações e Comércio S.A., CESUMAR - Centro de Ensino Superior de Maringá Ltda., Vitru Limited and certain individuals.
“Vinci” shall have the meaning set forth in the preamble hereto.
“Voting and Support Agreement” shall have the meaning set forth in the preamble hereto.
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BRL Trust Investimentos Ltda.
Rua Iguatemi, No. 151
São Paulo, SP 01451-011
Brazil
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Attention: Felipe Argalji, Daniel Borghi,
Email: felipe.argalji@crescera.com, daniel.borghi@crescera.com, legal@crescera.com
with a copy (which copy shall not constitute notice) to:
Simpson Thacher & Bartlett LLP
Av. Presidente Juscelino Kubitschek, 1455
12th Floor, Suite 121
São Paulo, SP 04543-011
Brazil
Attention: Grenfel S. Calheiros/Paulo F. Cardoso
Email: gcalheiros@stblaw.com/paulo.cardoso@stblaw.com
Vitru Limited
Rodovia José Carlos Daux, 5500, Torre Jurerê A
2nd floor, Saco Grande, Florianópolis, Santa Catarina
88032-005, Brazil
Attention: Carlos Freitas, William Matos and Pedro Graça
Email: carlos.freitas@vitru.com.br; william.matos@vitru.com.br; pedro.graca@vitru.com.br; juridicosocietario@uniasselvi.com.br
with a copy (which copy shall not constitute notice) to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
United States of America
Attention: Manuel Garciadiaz
Email: manuel.garciadiaz@davispolk.com
or to such other address or addresses as shall be designated in writing. All notices shall be deemed effective (a) when delivered personally (with written confirmation of receipt, by other than automatic means, whether electronic or otherwise), (b) when sent by facsimile (with written confirmation of receipt, by other than automatic means, whether electronic or otherwise) or (c) one (1) Business Day following the day sent by overnight courier.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto or by their respective duly authorized officers, all as of the date first above written.
VITRU LIMITED | |
By: | /s/ Pedro Jorge Guterres Quintans Graça |
| Name:Pedro Jorge Guterres Quintans Graça |
| Title:Co-Chief Executive Officer |
By: | /s/ Carlos Henrique Boquimpani de Freitas |
| Name:Carlos Henrique Boquimpani de Freitas |
| Title:Chief Financial and Investor Relations Officer |
[Signature Page to Investment Agreement]
CRESCERA GROWTH CAPITAL MASTER V | |
By: | /s/ Felipe Argalji |
| Name:Felipe Argalji |
| Title:Authorized Signatory |
| |
By: | /s/ Daniel Borghi |
| Name:Daniel Borghi |
| Title:Authorized Signatory |
CRESCERA GROWTH CAPITAL V COINVESTIMENTO III FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA | |
By: | /s/ Felipe Argalji |
| Name:Felipe Argalji |
| Title:Authorized Signatory |
| |
By: | /s/ Daniel Borghi |
| Name:Daniel Borghi |
| Title:Authorized Signatory |
[Signature Page to Investment Agreement]
ANNEX A
EXTRACT OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
20Number of Directors and Chairman
Subject to Article 21.4, the Board shall consist of such number of Directors as a majority of the Directors then in office may, with the consent of: (i) Carlyle SPX, and (ii) the Vinci Group, in each case for so long as it enjoys director appointment rights under Article 21.1, determine from time to time provided that, unless otherwise determined by the Shareholders acting by Special Resolution, the Board shall consist of not less than four (4) Directors and not more than eleven (11) Directors; provided, further, that notwithstanding any resolution adopted by the Board or the Shareholders which determines the number of Directors constituting the whole Board, the size of the Board shall not be increased above eleven (11) Directors without the consent of each of Carlyle SPX and the Vinci Group so long as Carlyle SPX or the Vinci Group, as applicable, has the right to designate at least one Director pursuant to Article 21.1. |
[…]
21Appointment, Disqualification and Removal of Directors
21.1 | Each of Carlyle SPX, the Vinci Group and Crescera for so long as it holds not less than 15 per cent of the voting Shares in issue, shall be entitled to appoint up to two persons to act as Directors by notice in writing addressed to the Company from time to time and the other holders of Shares shall not vote their Shares so as to remove those Directors from office. Each of Carlyle SPX, the Vinci Group and Crescera, for so long as it holds not less than 5 per cent and not more than 15 per cent of the voting Shares in issue, shall be entitled to appoint one person to act as a Director by notice in writing addressed to the Company from time to time and the other holders of Shares shall not vote their Shares so as to remove those Directors from office; (b) Notwithstanding (a) above, Crescera shall be entitled to appoint up to two persons to act as Directors by notice in writing addressed to the Company from time to time until the annual general meeting of the Company to be held in the calendar year of 2024 (which shall not take place earlier than May 1, 2024) (the “2024 AGM”), provided that Crescera holds not less than 5 per cent and not more than 15 per cent of the voting Shares in issue and; provided further that if Crescera transfers one or more voting Shares between November 20, 2023 and the date of the 2024 AGM, Crescera Director nomination rights in this paragraph (b) shall cease to apply. Each of Carlyle SPX, the Vinci Group and Crescera shall be entitled to remove any of the Directors so appointed at any time by notice in writing addressed to the Company. |
[…]
28Proceedings of Directors
28.1 | The quorum for the transaction of the business of the Directors shall be a simple majority of the Directors then in office (subject to there being a minimum of two (2) Directors present), provided that, for so long as Carlyle SPX, the Vinci Group or Crescera, as applicable, has the right to designate Directors pursuant to Article 21.1, such a majority must include at least one Carlyle SPX Director, one Vinci Director and one Crescera Director. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or at such time and place as determined by the Directors present at such meeting. If a quorum is not present at any such adjourned meeting within half an hour from the time appointed, then the meeting shall proceed. A person who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if his appointor is not present, count twice towards the quorum, but one such Director shall not constitute a quorum on his own. |
[…]
44Business Opportunities
To the fullest extent permitted by applicable law and except as may be otherwise expressly agreed in writing by the Company, on the one hand, and Carlyle SPX, the Vinci Group, Crescera or the Neuberger Berman Group, on the other hand, the Company, on behalf of itself and its subsidiaries, renounces and waives any interest or expectancy of the Company and its subsidiaries in, or in being offered an opportunity to participate in, directly or indirectly, any potential transactions, matters or business opportunities (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company or any of its subsidiaries or any dealings with customers or clients of the Company or any of its subsidiaries) that are from time to time presented to Carlyle SPX, the Vinci Group, Crescera or the Neuberger Berman Group or any of their respective officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries (other than the Company and its subsidiaries), even if the transaction, matter or opportunity is one that the Company or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. None of Carlyle SPX, the Vinci Group, Crescera nor the Neuberger Berman Group, nor any of their respective officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries shall be liable to the Company or any of its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues, acquires or participates in such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its subsidiaries, unless, in the case of any such person who is a Director or officer of the Company, such
business opportunity is expressly offered to such Director or officer in writing solely in his or her capacity as a Director or officer of the Company.
[…]
ANNEX B
FORM OF LOCK-UP AGREEMENT TO QPA AMENDMENT SIGNATORIES
3.1 As Partes acordam que os Vendedores não poderão ofertar, vender, transferir, contratar a venda, dar em garantia, celebrar qualquer contrato de swap, hedge ou qualquer acordo que transfira a Terceiros,alugar ou de outro modo dispor, direta ou indiretamente, das ações ordinárias (common shares) de emissão da Garantidora recebidas na Data de Fechamento a título de Preço em Ações à Vista (nos termos da Cláusula 3.1(c)(i)) do Contrato, a qualquer título, total ou parcialmente, até 20 de novembro de 2023. Dessa forma, as Partes decidem incluir a Cláusula 13.7 no Contrato, que terá a redação abaixo:
“13.7. Lock-Up. Os Vendedores não poderão ofertar, vender, transferir, contratar a venda, dar em garantia, celebrar qualquer contrato de swap, hedgeou qualquer acordo que transfira a Terceiros, alugar ou de outro modo dispor, direta ou indiretamente, das ações ordinárias (common shares) de emissão da Garantidora recebidas na Data de Fechamento a título de Preço em Ações à Vista (nos termos da Cláusula 3.1(c)(i)), a qualquer título, total ou parcialmente, até 20 de novembro de 2023. Caso aplicável, cada Vendedor se obriga a fazer com que uma sociedade por ele Controlada que tenha recebido Preço em Ações à Vista na Data de Fechamento observe as restrições contidas nesta Cláusula 13.7 durante a sua vigência.
13.7.1. A Companhia realizará junto ao agente fiduciário aplicável (transfer agent) o averbamento da restrição prevista na Cláusula 13.7 acima.
PURCHASERS
Purchaser Name | Investment | Purchase Price | Number of Base Securities |
CRESCERA GROWTH CAPITAL MASTER V FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA | R$188,000,000 | R$82.50 | 2,278,787 |
CRESCERA GROWTH CAPITAL V COINVESTIMENTO III FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA | R$112,000,000 | R$82.50 | 1,357,576 |
Total | R$300,000,000 | R$82.50 | 3,636,363 |
Schedule 1-1
QPA AMENDMENT SIGNATORIES
● | Estate (espólio) of Neiva Pavan M. Garcia |
● | Wilson de Matos Silva Filho |
● | Claudia Elaine G. Custódio |
● | Claudio Ferdinandi |
● | Carlos Eduardo Garcia |
● | Marta Beatriz T. Ferdinandi |
● | Cassio Eugenio Garcia |
● | Claudio Alexandre Ferdinandi |
● | Camilo Evandro Garcia |
● | Estate (espólio) of Jorge Brihy |
● | Wilson de Matos Silva |
● | Sandra Rejane Gomes Miessa |
● | Ludhiana E. de M. Garbugio |
● | Fernando Di Genio Barbosa |
● | Weslley Kendrick Silva |
● | Luciana Di Genio Barbosa |
● | Wiliam Victor K. de M. Silva |
● | Silvia Di Genio Barbosa |
Schedule 4.02(b) - 1
EXHIBIT A
FORM OF JOINDER
The undersigned is executing and delivering this Joinder pursuant to that certain Investment Agreement, dated as of September 27, 2022 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Investment Agreement”), by and among Vitru Limited, the Purchasers named on Schedule 1 thereto and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder shall have the respective meanings ascribed to such terms in the Investment Agreement.
By executing and delivering this Joinder to the Investment Agreement, the undersigned hereby adopts and approves the Investment Agreement and agrees, effective commencing on the date hereof, to become a party to, and to be bound by and comply with the provisions of, the Investment Agreement applicable to the Purchaser in the same manner as if the undersigned were an original Purchaser signatory to the Investment Agreement.
The undersigned acknowledges and agrees the entirety of the Investment Agreement is incorporated herein by reference, mutatis mutandis.
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Accordingly, the undersigned has executed and delivered this Joinder as of the __ day of ____________, _____.
[●] | |
By: | |
| Name:[●] |
| Title: |
| Address:_________________________________________________________________________________________________________________ |
| Telephone: ______________________________ |
| Facsimile: ______________________________ |
| Email: ______________________________ |
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